Wikimedia chapters/Creation guide/Bylaw Guidelines

Video explainer

As part of the process of incorporating as a legal entity and registering as an NGO, it is usually necessary for an organization to adopt a set of bylaws. Many Wikimedia User Groups decide to become legal entities as they develop as organizations and grow the scope of their work, ambitions, and budgets. Wikimedia Chapters and Thematic Organizations are required to be legal entities. The guidelines on this page are meant to provide some basic information and guidance to movement affiliates who are thinking of adopting bylaws for the first time.

What are bylaws?

Bylaws are a set of written rules that regulate organizational functioning. Bylaws generally cover topics such as an organization’s official name and mission; the criteria, rights, and obligations of membership; and the structure, seats, and responsibilities of the board.

Bylaws are not the standard operating procedures for an organization; they are not meant to create the rules for day-to-day operations. An organization is generally required by law to follow its bylaws, with the organization’s board being responsible for ensuring the bylaws are being followed. The bylaws, then, should focus on the big-picture rules that are fundamental to the organization, that will not need to be updated frequently, and that will not regularly require exceptions.

Why should an Affiliate have bylaws?

Usually, an affiliate will be required by law to adopt bylaws if and when it decides to incorporate as a legal entity and/or register as an NGO. Besides the legal requirement, though, bylaws help an affiliate express its values and mission and ensure that it is living up to those principles. An organization’s bylaws can say a lot about what is important to it and how it does its work. Well-written bylaws can promote a group's smooth operation, transparency, and inclusivity.

When should bylaws be written?

If a User Group wants to expand and become a Chapter or Thematic Organization, it must write bylaws and submit them to the Affiliations Committee for approval.

If a User Group decides to incorporate as a legal entity, it will likely need to write bylaws as part of its incorporation or registration as an NGO. The group is not required to submit its bylaws to the Affiliations Committee if it is not planning to apply to become a Chapter or Thematic Organization. However, it is recommended that the group share its draft bylaws with AffCom anyway, in case they contain anything that could cause issues in the future.

Even if a User Group is operating informally, it may still decide that writing some sort of bylaws will help to regulate its operations. These “bylaws” may not have the same legal status as the bylaws of an incorporated entity, but they can still set expectations and provide clarity regarding roles, responsibilities, and procedures in the User Group. These sort of informal bylaws do not need to be submitted to AffCom, but they still must comply with these guidelines and other expectations for movement affiliates.

How do you write bylaws?

As a general rule, do not add policies and procedures that may need to be revised or updated regularly to your bylaws.

All bylaws submitted for AffCom approval as part of a Chapter or Thematic Organization application must be available in English and in the language of the User Group. Should the application be approved, the Chapter or Thematic Organization must maintain a publicly-available version of the approved bylaws on Meta-wiki. Should there be any changes to the bylaws after recognition, the Chapter or Thematic Organization must notify AffCom for approval.

Affiliate bylaws might vary in some sections depending on the domestic laws of the jurisdiction where the group is operating. When reviewing bylaws, AffCom expects to see the elements listed below. If an affiliate’s bylaws does not include one of the listed elements, the affiliate should provide an explanation for the omission.

• Declaration of Legal Status: The organization must declare that they are a legal, non-profit entity as described by the law in their local jurisdiction and the entity’s operations and funds will not be used for the personal benefit of board members or staff.

• Group's Mission: The bylaws may explicitly state the organization’s mission, or refer to a mission statement published elsewhere. Although the precise mission of the organization can vary based on the regional perspective and local requirements, the bylaws must be aligned with the larger Wikimedia mission.

• Inclusivity: The group must be open to everyone and no discrimination must be made on the basis of demographic characteristics (gender, sex, race, etc.) in the process of membership. However, the bylaws may regulate administrative requirements for a membership; these requirements must be legal, reasonable, and clearly defined. Also, the process and conditions for removing a member of the group must be clearly stated.

• Affiliate structure & Members’ Rights: The bylaws must clearly state the roles, rights, and responsibilities of members and organized institutions of the group (e.g. board of trustees/supervisors/trustees/executives, Chair, Executive Director, etc).

• Board Structure: The board structure must be explicitly defined. Generally, the number of board members should be proportional to the total number of members. The bylaws must outline the rules for board elections and board terms. The rules and procedures for board decision-making, including majority approval requirements, must also be clearly outlined.

• Terms of Meeting: The bylaws must set the terms for both member meetings and board meetings: meeting frequency, how meetings are called and announced, how agendas are set, and quorum requirements.

• Voting: Voting is a useful mechanism for the decision-making process of the group. You may use it, for example, in your general meeting to decide on important issues or elect members of the chapters board. The bylaws must be clear in how voting is deployed for decision-making, such as who can and cannot vote, the voting method, and how the vote is counted.

Should you need further guidance on how to formulate a bylaw that is best positioned to serve the needs of your Chapter, or if you would like to receive guidance to amend your existing bylaw in order for it to be more aligned with the guideline, feel free to contact the Affiliations Committee at affcom@wikimedia.org.